Seller Agreement

Last updated on 3rd October 2017.

These terms and conditions (“Terms”) are applicable to any party that has entered into a Seller Agreement with Camdy for the use of the Services, the www.camdy.com.my website or any other Internet domain property or mobile applications owned or operated by Camdy and (“Platform”) or any business page management tool provided by Camdy to Seller for the operation of Seller’s business (“Seller’s Shop”), for the purpose of transacting in Goods.

Camdy Global Sdn Bhd (Company Registration No. 1178564-P) with its registered office at C-7-28, Centum Office Suites, Oasis Corporate Park, No. 2 Jalan PJU 1A/2, Ara Damansara Petaling Jaya, Selangor, 47301 Malaysia (“Camdy”). Camdy and Seller may be referred to as a “Party” individually and, collectively, as “Parties”) reserves the right to change at any time and in its sole discretion any of the terms and conditions contained in these Terms, and any fees, procedures, Policies governing the Services or the Platform. Changes to Policies may be posted without notice. Seller is responsible for reviewing notices and Policies. Seller’s continued use of the Services and/or the Platform following the changes taking effect will constitute Seller’s acceptance of such changes and if Seller does not agree to any changes to these Terms or to the Policies, Seller must discontinue the use of the Services and the Platform (except to the extent required herein) and the Seller Agreement will be terminated. For the avoidance of doubt, newer versions of the Terms supersede older versions.

Use of the Services and the Platform is limited to parties that can enter into and form contracts under applicable law. Seller represents and warrants that: (1) it is, and will remain at all times, a business duly organised, registered, validly existing and in good standing under the laws of Malaysia, (2) it has all requisite right, power and authority to enter into the Seller Agreement and perform its obligations hereunder; and (3) any information provided or made available to Camdy or its Affiliates is, and shall remain at all times, accurate, up to date and complete.

1. Definition

1	Additional Service	-	is defined in Section 9 of the Terms.
2	Administrative Fee	-	is defined in Section 5 of the Terms
3	Affiliate	-	any entity directly or indirectly controlled by, or controlling, a Party or any affiliate or subsidiary thereof.
4	Buyer	-	a third party purchaser of a Product.
5	Cancellation Penalty	-	the charge applicable for a Cancelled order. The Cancellation Penalty amount is calculated by Listing Price x 20%.
6	Cancelled Order	-	an Order cancelled or rejected by Seller, or cancelled due to Seller’s lack of compliance with any provision of the Seller Agreement.
7	Claim	-	any claim, action, audit, investigation, inquiry or other proceeding instituted by any person or entity.
8	Commission	-	0% commission. Subject to change as necessary. All sellers will be informed of any upcoming revisions in advance.
9	Confidential Information	-	any information proprietary to a Party or an Affiliate thereof, that is disclosed to the other Party or an Affiliate thereof, whether marked as confidential or not, that should be considered confidential information under the circumstances. It does not include information that the recipient already knew, that becomes public through no fault of the recipient, that was independently developed by the recipient, or that was lawfully obtained and provided to the recipient by a third party.
10	Content Material	-	product information, text, images, and any other relevant and/or legally required information relating to the Goods, including third party and Seller’s trademarks and other IP rights related materials.
11	Dispute	-	a dispute regarding the provision of Additional Services by third parties.
12	Failed Delivery	-	an Order that is cancelled due to: (1) the delivery address (either physical or email) provided by the Buyer being incorrect; (2) where receipt of delivery of the Product is required, the Buyer being unable to receive the Product; or (3) where the Product is a physical product, the Buyer refusing to accept the delivery of the Product in accordance with the Policies.
13	Force Majeure	-	any event or cause beyond a Party’s reasonable control such as, but not limited to: (1) act of God, explosion, flood, tempest, fire or accident; (2) war or threat of war, sabotage, insurrection, civil disturbance or requisition, act of terrorism or civil unrest; (3) acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority; (4) import or export regulations or embargoes; (5) interruption of traffic, strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of Camdy or of a third party); and (6) health epidemics declared by the World Health Organisation.
14	Good	-	one (1), or several (if sold together) as the case may be, item/items (either physical or virtual) owned and offered for sale by Seller under the Seller Agreement.
15	Guaranteed Delivery Time	-	where applicable, the date/time indicated on the Platform or otherwise agreed to, for the delivery of a Product or Additional Service.
16	Inadequate Product	-	any wrong, faulty, defective, damaged, legally non-compliant Good or Product, or a Good or Product that has been publicly or privately recalled, in accordance with the law or the Policies.
17	Intellectual Property Rights	-	all copyright, moral rights, trade marks, design rights, rights in or relating to databases, rights in or relating to confidential information, rights in relation to domain names, and any other intellectual property rights (registered or unregistered) throughout the world.
18	Listing Price	-	the price at which a Good is offered for sale to Buyers by Seller as indicated on the Platform at the time the Order is placed. For the avoidance of doubt, the Listing Price excludes any coupons or other discounts provided by Camdy to the Buyer.
19	Order	-	the request placed by a Buyer to purchase a particular Good as communicated by Camdy to Seller. Camdy reserves the right to unilaterally cancel an Order for any reason.
20	Payment	-	the Sales Proceeds minus any sums owed by Seller under the Seller Agreement or any other agreement entered into by the Parties and subject to any chargeback, reversal, refund withholding for anticipated claims, deduction due to a Dispute, in accordance with the Seller Agreement or any other agreement entered into by the Parties.
21	Personal Data	-	any personal information as defined by the applicable personal data protection laws and regulations in Malaysia, pertaining, but not limited to Camdy employees, agents, consultants and Buyers.
22	Personal Data Claims	-	is defined in Section 12 of the Terms.
23	Policies	-	the rules, guidelines, terms and conditions, etc. applicable to sellers and buyers for the use of the Services, Platform and other Camdy properties, as they may appear on the Platform or be communicated from time to time by Camdy.
24	Product	-	the individual item (or items where such items are bundled under on Listing Price) purchased by a Buyer among the Goods.
25	Ringgit and RM	-	Ringgit Malaysia
26	Sales Proceeds	-	the gross proceeds received by Camdy from Buyers which consist in the Listing Price and the Shipping Fee.
27	Service Fee	-	the fee payable to Camdy for the Services (if there is any), which is calculated based on: - Administrative Fees; and - Cancellation Penalty
28	Services	-	the services provided under the Seller Agreement are classified as: General Services consisting in: (1) the listing and publishing of Content Materials regarding the Goods; (2) the offering for sale of the Goods; (3) Order verification; (4) collection, reconciliation and execution of all Sales proceeds as payment processing agent for Seller; and (5) other services ancillary to the Services; and if applicable, Additional Services that may be provided to Seller by Camdy or third parties.
29	Working Day	-	a day other than Saturday, Sunday, or a national or State (at Seller’s working premises) public holiday in Malaysia.

2. Services - Fees

Camdy will provide services to sellers free of charge. Camdy reserves the right to amend this practice at any time and all sellers will be informed of any upcoming revisions in advance.
Camdy provides a platform for third-party sellers and buyers to complete transactions. Except as set out in the Seller Agreement, Camdy is not involved in the actual transaction between Seller and Buyers. As owner of the Goods and vendor thereof, it is up to Seller to, among others, ensure the sale is legally authorised, accurately describe the Goods, package them, ship them, insure them and offer warranty and after sales service. Sellers uses the Services and the Platform at its own risk.
Seller authorises Camdy to act as its exclusive agent for the purpose of: (1) collecting the Sales Proceeds and in general any sums due or owing under the Seller Agreement and holding the same; (2) processing customer payments, refunds and adjustments; (3) remitting the Payment; and (4) paying to Camdy, to Camdy Affiliates and to third parties (including buyers) any amounts Seller owes to them. As a payment processing agent, Camdy will have no responsibility with respect to the legality of transactions occurring between Seller and Buyers, and Seller undertakes that all transactions are in compliance with the laws of Malaysia (including anti money-laundering regulations).
Camdy will provide to Seller information in relation to each Order as necessary under the Seller Agreement.

3. Sales Proceeds - Payment

Sales Proceeds will represent an unsecured claim against Camdy. Camdy may combine Sales Proceeds and Payments with the funds of other users of its services. Seller will not receive interest or any other earnings on Sales Proceeds or Payments.
Unless otherwise agreed in writing, Payments will be made by Camdy to Seller within 14 business days.
Camdy may delay, suspend or cancel any Payment in case Seller breaches any term of the Seller Agreement or our Terms of Use and any Payment made to Seller will not in any way be considered as a waiver of Camdy’s rights.
If Camdy concludes that Seller’s actions and/or performance in connection with the Seller Agreement or our Terms of Use are likely to result, or have resulted, in Buyer disputes, Disputes, chargebacks or other third party claims, or if there are any sums owed by Seller to Camdy, then Camdy may, at its sole discretion, withhold any Payment for the longer of: (1) a period of sixty (60) days following the initial date of suspension, (2) the completion of any investigation regarding Seller’s actions or performance; or (3) the resolution of any Dispute.
Camdy reserves the right to impose limits on Order or transaction values, on Buyers or on Seller and will not be liable if: (1) Camdy does not proceed with an Order that would exceed said limit; or (2) Camdy allows a Buyer to cancel an Order because the Platform or the Goods are unavailable following the commencement of a transaction.
Without prejudice to any other rights and remedies which Camdy has against Seller, if any sums payable by Seller to Camdy under the provisions of the Seller Agreement shall become due and be unpaid, Seller shall pay to Camdy interest on such overdue sum at the rate of eight percent (8%) per annum, such interest shall be calculated on daily basis from the date on which such money falls due for payment to the date such money is actually received by Camdy (as well as after judgment).

4. Seller Undertakings

By using the Services, Seller undertakes, represents and warrants to Camdy and to prospective Buyers that, in its performance under the Seller Agreement or any Terms of Use, directly or indirectly, it will:

comply with all applicable laws, treaties, ordinances, codes and regulations; including the Malaysian Communication and Multimedia Content Code, anti-bribery, consumer protection, personal data protection, import and export, health, safety and environmental rules, GST rules, etc;
comply with all Policies;
be responsible for all taxes, duties, fees and other charges arising out of or associated with the Order, the Payment or in any other way owed by Seller under the Seller Agreement. Furthermore, Seller undertakes to pay all such taxes, duties, fees and other charges on a timely manner. To the extent required by law, Camdy will be entitled to withhold any and all taxes, duties, fees and other charges owed by Seller in connection with any Order, payment or otherwise under the Seller Agreement;
obtain all necessary rights, licences, permits or approvals required for the offer, advertising and sales of the Goods on or through the Platform prior to their listing and will provide, as such time as Camdy may so request, copies of these documents to Camdy.
ensure that any information provided under this Seller Agreement, including for the listing (including the Content Materials) of the Goods, is accurate, current, and complete and is not misleading or otherwise deceptive;
fulfil all Orders for Goods at their stated quantity and price to Buyers who meet Camdy’s eligibility conditions;
contract appropriate insurance covering its obligations thereunder and the Goods;
provide in the format and at such times as Camdy may require, accurate, updated and complete information about the availability status, stock level and Listing Price of the Goods.
ensure that the Listing Price for any Good offered to Buyers will not exceed the price offered by Seller outside the Platform for the same product in like or lesser quantities under similar terms and conditions and, where a lower price is so offered, ensure that the Goods benefit from that lower price;
give Camdy written notice of any requirement or provision of any contract that may conflict with any requirement or provision of the Seller Agreement;
provide the Goods and Products with all legally required documentation (including warranty card, warranty information and invoice) and update the same when legally required; and
provide Camdy any document pertaining to the sale of the Goods (including sales invoice and tax invoice), as may be requested by Camdy.

Seller further undertakes, represents and warrants that it will not, directly or indirectly:

sell Inadequate Products, or expired (or soon to be expired) Products;
sell counterfeit, “replica” and name brand “knock off” products or products violating any Intellectual Property Rights;
infringe on any Intellectual Property Rights;
post or display any materials that exploits or otherwise exploits persons under the age of eighteen (18) years or display pornographic materials of any kind;
post or display any political or religious content;
post or disclose any personally identifying information or private information about minors or any third parties without their consent or the parent’s or guardian’s consent;
post any content that advocates, promotes, or otherwise encourages violence against any governments, organizations, groups or individuals or activities that leads to cruelty towards animal;
conduct activities such as gambling, sweepstakes, raffles and lotteries or participate in any activities related to so-called pyramid or Ponzi schemes, or any other illegal, immoral or antisocial activities;
use, or access, input or upload on, the Platform any material that is not directly connected with the Good, or permit the use of Seller’s account or offer “free space” on or other access to the account or the Platform to third parties;
access content and information that concerns any party other than Seller, transmit unsolicited commercial or bulk email, interfere with the proper working of the Platform, transmit any viruses, Trojan horses or other harmful code, or attempt to bypass any mechanism used to detect or prevent such activities;
participate in any of the following actions such as reverse engineering, reverse compiling or otherwise deriving the underlying source code or structure or sequence of any Camdy solution or technologies, deleting or altering author attributes or copyright notices, and/or fail to obtain all required permissions when using the Platform to receive, upload, display, distribute, or execute programs or perform other works protected by intellectual-property laws;
create liability for Camdy (and its Affiliates, directors, employees, contractors, agents, subcontractors, etc.) or expose it to undue risk or otherwise engage in activities that Camdy, in its sole discretion, determines to be harmful to Camdy’s operations, reputation, or goodwill;
contact any Buyer and will not enter into any direct arrangements with the Buyer for the offer of Goods or other products or services, except where notified by Camdy to do so; or
enrol or offer to enrol Buyers in any scheme or program other than as strictly required for warranty purposes.
All the aforesaid representations, warranties and undertakings will be fulfilled and will remain true and correct at all times and will subsist for so long as necessary to give effect to each and every of them in accordance with the Terms, provided that and in the event of any of them becoming or unfulfilled, untrue or incorrect, Seller will promptly inform Camdy of the same and rectify the situation.

5. Provisions Applicable to the Goods and to Content Materials

Seller undertakes, represents and warrants that:
the Goods are new (unless explicitly and prominently stated as being otherwise in the description of the Good), of merchantable quality, fit for their purpose, free from defects, and strictly conform to their listed specifications;
the Goods, their offer for sale and the Content Materials are not prohibited and comply with the laws of Malaysia (including all minimum age, marking and labelling requirements, product warranties, specifications and performance criteria, etc.); and
it has full unencumbered title in the Goods and in any materials incorporated in the Goods and all the Goods are supplied free of all liens, charges or other security interests.
Seller will provide accurate and up to date Content Materials, in English, in relation with the listing of Goods on the Platform. The Content Materials must include all text, disclaimers, warnings, notices, labels or other indications required by law to be displayed in connection with the offer, merchandising, advertising or sale of the Goods and may not contain any sexually explicit (except as expressly permitted in written by Camdy or allowed under applicable Law), defamatory or obscene materials.
Camdy has no obligation to verify the accuracy, completeness and legality of Content Materials.
Seller may not provide any Content Materials, or seek to list for sale on the Platform any Goods, or provide any uniform resource locator ("URL") marks unless Seller has the right to publish the Content Material.
Seller hereby grants Camdy a royalty-free, non-exclusive, right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially and non-commercially exploit in any manner, any and all of the Content Materials, and to sublicense the foregoing rights to Camdy Affiliates, provided that Camdy will not alter any third party trademarks.
Camdy retains the right to determine the use and placement of Content Materials, and the structure, appearance, design, functionality and all other aspects of the Platform and the Services.
A fee of fifty Ringgit (RM50.00, excluding GST) per non-compliance, or per Good or Product, may be imposed by Camdy in case of non-compliance by Seller with any undertaking under Sections 4 and 5 of the Terms ("Administrative Fee").

6. Provisions Applicable to the Sales of Goods on the Platform

Notwithstanding any provision in the Seller Agreement, Camdy will have the right, in its sole discretion, to delay or suspend listing of, or to refuse to list, or to de-list, or to require Seller not to list, the Goods.
Camdy may in its sole discretion withhold for investigation and/or refuse to process any Order. Camdy may use the services of one or more third party processors or financial institutions or such other service providers in connection with the Services.
Camdy may in its sole discretion withhold for investigation, refuse to process, restrict shipping destinations for, stop and/or cancel any Order. Seller will stop and/or cancel orders of Goods if so asked by Camdy (provided that Seller has transferred the Goods to the applicable carrier or shipper, Seller will use commercially reasonable efforts to stop and/or cancel delivery by such carrier or shipper). Where Seller has already received Payment, Seller will refund any Buyer that has been charged for an Order that Camdy has stopped or cancelled.
Camdy may use mechanisms that rate, or allow Buyers to rate and/or review the Goods and/or Seller’s performance as a seller and Camdy may make these ratings and reviews publicly available.

7. Returns – Failed Deliveries – Inadequate Products

Seller will accept the return of Failed Deliveries and Inadequate Products in accordance with the Policies and Camdy will have the right to determine at its sole discretion whether a Buyer will receive a refund, adjustment, or replacement, and to require Seller to reimburse Camdy if Camdy determines that Seller is liable to do so in accordance with the Seller Agreement. Where Camdy has refunded or paid any such aforementioned amount (whether on behalf of Seller or otherwise), such amount will be recoverable by Camdy from Seller as a debt due from Seller and Camdy will be entitled to deduct such amount from amounts payable to Seller, or by other methods at Camdy's election.
Seller will promptly notify Camdy of any Inadequate Product (or the threat of a public or private recall) and cooperate and assist Camdy with returns, including by initiating the procedures for returning Goods or Products to Seller.
In case of Failed Delivery and/or Inadequate Products, Seller will bear all the costs.
Camdy will not be responsible for any risk or liable for any claims, demands, liabilities, expenses, losses, cost or damage in connection with any Failed Delivery and Inadequate Products (including due to a threatened recall) and will claim all costs incurred in that respect from Seller.

8. Buyer Information and Buyer Services

Seller will be responsible in relation to packaging, handling, deliveries, returns, warranties and Orders.
Camdy will own all information regarding Buyers, Orders and the supply of the Services including payments, Service Fees, disbursements, refunds, Administrative Fees, Cancellation Penalties, adjustments, etc. and Camdy will not be liable to pay any royalties or fees to Seller in connection with the use of any such information. Camdy will use and process personal Data only for the purpose of the execution of the Seller Agreement and in compliance with its obligations under the applicable personal data protection laws.
Seller will utilise Buyer information, including Personal Data, disclosed by Camdy to Seller or which Seller has otherwise collected or obtained access to pursuant to or in connection with the Seller Agreement, solely for purposes of the Seller Agreement and will not sell, assign, license, publish, lease or otherwise commercially exploit any Buyer information or utilise Buyer information in any manner for its own benefits or carry out any data mining, data compilation or data extraction for the purposes of statistical or trade analysis or otherwise, based on or in connection with the Buyer information. No Buyer information will be disclosed by Seller to any third party without the prior written consent of Camdy, and will only be disclosed within Seller’s organisation on a need-to-know basis.

9. Use of Tools Provided to Seller – Additional Services

Seller herby undertakes and represents that its use of the Services, Platform and the selection of its user name and store name, will not be unlawful, inaccurate, misleading, false, fraudulent, defamatory, trade libellous, or otherwise unsuitable. Any password provided by Camdy to Seller may be used only during the period Seller is permitted to use the Platform, manage the catalogue of Goods listed on the Platform, update information about the Good (e.g. availability status, stock levels and Prices), electronically accept and fulfil the Orders and review the completed Orders, and may not be shared with any person other than employees of Seller that need to use it for the execution of the Seller Agreement. Seller is responsible for supplying and authorising access to its users. Seller is responsible to terminate or reassign access to any Seller user that Seller deems to have become unauthorised to access the Services at any time.
Seller acknowledges that the availability of the Services, Platform and Seller’s Shop is subject to:
availability of resources, including, without limitation, resources under the control of Camdy and availability of a suitable network infrastructure at the time at which the Service is requested or delivered;
if applicable, geographic and technical capability of communication networks and other delivery systems at the time at which the Services are requested or delivered;
provisioning time that may be required by Camdy to provide the Services; and
Seller will not, and will not allow anyone to, directly or indirectly, engage in any fraudulent, inappropriate or unlawful activities in connection with the Services, including but not limited to: (1) generating fraudulent, repetitive or otherwise invalid clicks, impressions, queries or other interactions, whether through the use of automated applications or otherwise; (2) collecting any user information, indexing or caching any portion from the Platform or Seller’s Shop, whether through the use of automated applications or otherwise; (3) interfering with the proper working of the Platform, Seller’s Shop, the Services or Camdy’s other systems; (4) transmitting any viruses, Trojan horses or other harmful code; or (5) attempting to bypass any mechanism Camdy uses to detect or prevent such activities.

10. No Warranties – Indemnification – Limitation of Liabilities

The Platform, the Services and the Additional Services are provided on an “as is” basis. Except as expressly provided for in the Seller Agreement, Camdy makes no other representations or warranties of any kind, express or implied, including: (1) the implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement; (2) that the Platform, the Services or the Additional Services will meet Seller's requirements, will always be available, accessible, uninterrupted, timely, secure, or operate without error; (3) that the information, content, materials, or products included on the Platform will be as represented by Camdy, available for sale on a timely manner, lawful to sell, or that Camdy or the Buyers will perform as promised; (4) any implied warranty arising from course of dealing or usage of trade; and (5) any obligation, liability, right, claim, or remedy in tort, unless arising from acts of fraud, negligence or wilful misconduct by Camdy. Seller acknowledges that any information and any materials provided by or through the Platform, the Services and the Additional Services may contain inaccuracies or errors and Camdy expressly excludes liability for any such inaccuracies or errors to the fullest extent permitted by Law. Any link found on the Platform is provided for Seller's convenience to provide further information. It does not signify that Camdy endorses the contents thereof and Camdy has no responsibility for the content of external links.
Because Camdy is not involved in transactions between Seller and Buyers, Seller hereby agrees on its behalf and on behalf of Buyers to release Camdy (and its agents and employees) from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected therewith, provided such release will not apply where actual claims, demands or damages arise due to Camdy’s fraud, negligence or wilful misconduct.
Any typographical clerical or other error or omission in any acceptance, invoice, Content Material or other document on the part of Camdy shall be subject to correction without any liability for Camdy.
Any claim of Seller under the Seller Agreement must be notified to Camdy within ninety (90) days from the Order. For the avoidance of doubt, Camdy will not be liable for any claim made by Seller after said deadline.
Seller will defend, indemnify and hold harmless, and at Camdy's option defend against, Camdy and its employees, directors, agents and representatives, from and against any and all liens, damages, losses, liabilities, obligations, penalties, Claims, litigation, demands, defences, judgements, suits, proceedings, costs, disbursements or expenses of any kind or of any nature whatsoever (including third party claims, reasonable attorney’s fees, consultants’ fees, experts' fees and other costs of litigation) arising out of, or related to: (1) any actual or alleged breach of Seller's undertakings, representations, warranties, or obligations set forth in the Seller Agreement and Terms of Use; or (2) Seller's own website or other sales channels, the Goods, the Products, any Content Materials, the advertisement, offer, sale or return of the Goods, the Products, any actual or alleged infringement of any IP rights by the Goods, the Products or the Content Materials, or seller taxes (duties, fees and other charges, etc.) or the collection, payment or failure to collect or pay seller taxes. If at any time Camdy reasonably determines that any indemnified Claim might adversely affect Camdy, Camdy may take control of the defences at the expense of Seller. Seller may not consent to the entry of any judgment or enter into any settlement of a Claim without the prior consent by Camdy in writing, which consent may not be unreasonably withheld.
Camdy will not be held liable for any damages of any kind, including direct, indirect, incidental, punitive, and consequential, arising out of or in connection with the Seller Agreement, the Platform, the Services, the Additional Services, the inability to use the Services, the Additional Services, the Goods, the Products, or from messages received or transactions entered into, provided that Camdy will compensate Seller for any direct damages resulting exclusively, or primarily from Camdy’s fraud, gross negligence or wilful misconduct. Unless they are directly or indirectly the result of fraud, negligence or wilful misconduct of Seller, its agents or contractors, Seller will not be held liable for any indirect, incidental, punitive, and consequential damages arising out of or in connection with the Seller Agreement.
To the fullest extent permitted by law, in no event shall we, our subsidiaries, officers, directors, employees or our suppliers be liable for lost profits or any special, incidental or consequential damages arising out of or in connection with our site, our services or this agreement (however arising, including negligence).

11. Confidential Information

The recipient of any Confidential Information will not disclose that Confidential Information, except to Affiliates, employees, and/or agents who need to know it and who have agreed in writing to keep it confidential. The recipient will ensure that those people and entities use Confidential Information only to exercise rights and fulfil obligations under the Seller Agreement and keep the Confidential Information confidential. The recipient may also disclose Confidential Information when required by law after giving the discloser reasonable notice and the opportunity to seek confidential treatment, a protective order or similar remedies or relief prior to disclosure.
The rights and obligations of the Parties under this Section will survive the termination of the Seller Agreement.

12. Personal Data

Seller undertakes, represents and warrants that it will use and process Personal Data: (1) only for the purpose of the execution of the Seller Agreement and not disclose it to third parties; (2) in accordance with the requirements under the applicable personal data protection law; and (3) in manner that ensures Camdy remains in compliance with the requirement under the applicable personal data protection laws. Seller further warrants that it does implement sufficient security measures to ensure that the Personal Data are securely kept and maintained as required by the applicable personal data protection law and agrees to subject itself to the necessary audits undertaken by Camdy to ensure compliance of the above warranties and to immediately inform Camdy of any Personal Data incident it becomes aware of.
Seller agrees to indemnify and hold harmless Camdy and each of its respective officers, employees, directors and agents from, and at Camdy's option defend against, any and all liens, damages, losses, liabilities, obligations, penalties, claims, litigation, demands, defences, judgements, suits, proceedings, costs, disbursements or expenses of any kind or of any nature whatsoever (including third party claims, reasonable attorney’s fees, consultants’ fees, experts' fees and other costs of litigation) ("Personal Data Claims"), to the extent such Personal Data Claims arise from or may be in any way attributable to: (1) any violation of the Seller Agreement by Seller; (2) the negligence, gross negligence, bad faith or intentional or wilful misconduct of Seller or its subcontractors (whether or not approved by Camdy); or (3) any security incident for which Seller is directly or indirectly responsible.

13. Proprietary Rights

Seller represents and warrants to Camdy that it is the owner or has lawful rights with respect to the use of Intellectual Property Rights concerning the Goods and the Content Materials and that it is not aware of any claims made by any third party with regard to any alleged or actual Intellectual Property Right infringement or other claim, demand or action resulting from the Content Material, advertising, publishing, promotion, manufacture, sale, distribution or use of the Goods.
As between the Parties, each Party retains all right, title and interest in and to its technology and Intellectual Property Rights. Neither Party acquires any rights in the foregoing from the other Party except as expressly granted under the Seller Agreement; all other rights are reserved, and no implied licenses are granted. Neither Party shall attempt to register any distinctive trademarks or domain names that are confusingly similar to those of the other Party.

14. Termination – Survival

Camdy has the right to unilaterally and immediately terminate the Seller Agreement upon the occurrence of any of the following: (1) Seller being in breach of any provision of the Seller Agreement and failing to remedy the same within fourteen (14) days from being so notified; (2) Seller passing a winding up resolution or a court of competent jurisdiction making an order for the same; (3) the issuance of an administrative order in relation to Seller, or the appointment of a receiver over, or an encumbrance taking possession of, or the of selling any of, Seller’s assets; (4) Seller making an arrangement or composition with its creditors generally or applying to a court of competent jurisdiction for protection from its creditors; or (5) Seller ceasing or threatening to cease to carry on business.
Provided they have not been corrected by Camdy within fourteen (14) days from notifying Camdy of the occurrence of any of the following, Seller has the right to immediately terminate the Seller Agreement: (1) Camdy delaying payment for more than thirty (30) days without valid reason; (2) the making of an administration order in relation to Camdy or the appointment of a receiver over Camdy’s assets; (3) the making of an arrangement or composition by Camdy with its creditors generally or applying to a court of competent jurisdiction for protection from its creditors; or (4) Camdy ceasing or threatening to cease to carry on business.
For the avoidance of doubt, notwithstanding any termination for any reason, seller will remain responsible for the fulfilment of any pending Order, and Camdy will fulfil any pending Payment obligations.

15. Applicable Law – Disputes – Jurisdiction

The Seller Agreement shall be governed in all respects by the laws of Malaysia. As such, laws are applied to agreements entered into and performed entirely within Malaysia and between Malaysian residents. The parties agree to submit to jurisdiction in Malaysia and further agree that any cause of action arising under this Agreement shall be brought exclusively to a court in Malaysia.

16. Miscellaneous

The singular includes the plural and vice versa, as the context may require. The headings are inserted for convenience only and will be ignored when construing this Seller Agreement.
Seller cannot assign, transfer or subcontract all or part of its rights and/or obligations deriving from the Seller Agreement, without the prior written consent of Camdy. Camdy may assign, transfer or subcontract all or part of its rights and/or obligations deriving from the Seller Agreement.
Seller and Camdy are independent contractors, and nothing in the Seller Agreement will create any partnership, joint venture, agency, franchise, sales representative relationship or exclusivity between the Parties. The Seller Agreement will not cause the establishment of any relationship of employment between the Parties or with any person who provides services to either. Seller will have no authority to make or accept any offers or representations on behalf of Camdy.
The Seller Agreement and all of the representations, warranties, covenants, conditions, and provisions hereof are intended to be and are for the sole and exclusive benefit of Camdy and Seller. Other than as regards the rights of Buyers against Seller, nothing in the Seller Agreement will be construed as giving any third party any rights whatsoever.
Notwithstanding any other provision in the Seller Agreement to the contrary, nothing contained herein will oblige Camdy or Seller to engage in any action or omission to act which would be prohibited by or penalized under the laws of Malaysia or of any other country.
The failure of a Party to exercise its rights in case of breach of contract by the other Party will not be considered as a waiver of its rights under the Terms or under the Law.
No Party will be liable to the other or be deemed to be in breach of the Seller Agreement by reason of any delay or failure to perform any of its obligations due to an event of Force Majeure. Upon the occurrence of any event of Force Majeure, Camdy may, at its option, fully or partially suspend delivery/performance of its obligations hereunder while such event or circumstance continues. If any of the events of Force Majeure will continue for a period exceeding one (1) month, Camdy may notify Seller that it will terminate the Seller Agreement.
Time whenever mentioned in the Seller Agreement will be of the essence of the Seller Agreement.
All stamp duty and registration fees (if any) in respect of the Seller Agreement will be fully borne and paid by Seller.